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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/11/10 Duncan Energy Partners L.P. S-8 2/11/10 5:158K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: S-8 Registration of Securities to be Offered to HTML 69K Employees Pursuant to an Employee Benefit Plan 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 35K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 46K 4: EX-5.1 Opinion re: Legality HTML 14K 5: EX-23.1 Consent of Experts or Counsel HTML 8K
sv8 |
Delaware (State or other jurisdiction of incorporation or organization) |
20-5639997 (I.R.S. Employer Identification No.) |
|
1100 Louisiana Street, 10th Floor Houston, Texas (Address of Principal Executive Offices) |
77002 (Zip Code) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed maximum | Proposed maximum | Amount of | ||||||||||||||||||||
Title of securities | Amount to be | offering price | aggregate offering | registration | ||||||||||||||||||
to be registered | registered (1)(2) | per share (3) | price | fee | ||||||||||||||||||
Common units representing limited partner interests |
1,000,000 | $24.09 | $24,090,000 | $1,717.62 | ||||||||||||||||||
(1) | Pursuant to Rule 416(a) under the Securities Act, there is also being registered such additional number of common units that become available under the plan because of events such as recapitalizations, stock dividends, stock splits or similar transactions effected without the receipt of consideration that increases the number of outstanding common units. | |
(2) | Represents 500,000 common units registered under the DEP Unit Purchase Plan and 500,000 common units registered under the 2010 Duncan Energy Partners L.P. Long-term Incentive Plan. | |
(3) | Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, and based on the average of the high and low prices of the common units as reported by the New York Stock Exchange on February 9, 2010. |
(1) | The Partnership’s Annual Report on Form 10-K (File No. 001-33266) for the fiscal year ended December 31, 2008, filed on March 2, 2009, as amended by the Partnership’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2008, as filed on June 11, 2009, and as retrospectively adjusted by the Partnership’s Current Report on Form 8-K as filed with the SEC on August 28, 2009 for the adoption of SFAS 160 and the related disclosures in Notes 1 and 3. |
(2) | The Partnership’s Quarterly Reports on Form 10-Q (File No. 001-33266) for the period ended March 31, 2009, filed on May 11, 2009, as amended by the Partnership’s Quarterly Report on Form 10-Q/A filed on June 11, 2009, the Partnership’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed on August 10, 2009 and the Partnership’s Quarterly Report on Form 10-Q for the period ended September 30, 2009, filed on November 9, 2009. |
(3) | The Partnership’s Current Reports on Form 8-K (File No. 001-33266) filed on February 5, 2009, March 12, 2009 (retrospectively adjusted for by the Partnership’s Current Report on Form 8-K as filed with the SEC on August 28, 2009 for the adoption of SFAS 160), May 11, 2009, June 15, 2009, June 18, 2009, August 10, 2009, August 28, 2009, November 16, 2009, December 8, 2009, and January 4, 2010 (only to the extent information contained in each of these Forms 8-K has been filed and not furnished). |
(4) | The description of the Partnership’s common units contained in the Partnership’s Registration Statement on Form 8-A (File No. 001-33266) as filed on January 24, 2007, and any amendment or report filed for the purpose of updating that description. |
Item 4. | Description of Securities. |
Item 5. | Interests of Named Experts and Counsel. |
Item 6. | Indemnification of Directors and Officers. |
Item 7. | Exemption from Registration Claimed. |
Item 8. | Exhibits. |
Exhibit | ||
Number | Description | |
*4.1
|
DEP Unit Purchase Plan. | |
*4.2
|
2010 Duncan Energy Partners L.P. Long-term Incentive Plan. |
Exhibit | ||
Number | Description | |
+4.3
|
Amended and Restated Agreement of Limited Partnership of Duncan Energy Partners L.P., dated February 5, 2007 (incorporated by reference to Exhibit 3.1 to Form 8-K filed February 5, 2007). | |
+4.4
|
First Amendment to Amended and Restated Partnership Agreement of Duncan Energy Partners L.P. dated as of December 27, 2007 (incorporated by reference to Exhibit 3.1 to Form 8-K/A filed January 3, 2008). | |
+4.5
|
Second Amendment to Amended and Restated Partnership Agreement of Duncan Energy Partners L.P. dated as of November 6, 2008 (incorporated by reference to Exhibit 3.4 to Form 10-Q for the period ended September 30, 2008, filed on November 10, 2008). | |
+4.6
|
Third Amendment to Amended and Restated Partnership Agreement of Duncan Energy Partners L.P., dated December 8, 2008 (incorporated by reference to Exhibit 3.1 to Form 8-K filed December 8, 2008). | |
+4.7
|
Fourth Amendment to Amended and Restated Partnership Agreement of Duncan Energy Partners L.P., dated as of June 15, 2009 (incorporated by reference to Exhibit 3.1 to Form 8-K filed June 15, 2009). | |
+4.8
|
Second Amended and Restated Limited Liability Company Agreement of DEP Holdings, LLC, dated May 3, 2007 (incorporated by reference to Exhibit 3.4 to Form 10-Q for the period ended March 31, 2007, filed on May 4, 2007). | |
+4.9
|
First Amendment to the Second Amended and Restated Limited Liability Company Agreement of DEP Holdings, LLC, dated November 6, 2008 (incorporated by reference to Exhibit 3.8 to Form 10-Q for the period ended September 30, 2008, filed on November 10, 2008). | |
*5.1
|
Opinion of Andrews Kurth LLP with respect to legality of the securities. | |
*23.1
|
Consent of Deloitte & Touche LLP. | |
*23.2
|
Consent of Andrews Kurth LLP (included as part of Exhibit 5.1). | |
*24.1
|
Power of Attorney (set forth on the signature page of this registration statement). |
+ | Incorporated by reference. | |
* | Filed herewith. |
Item 9. | Undertakings. |
DUNCAN ENERGY PARTNERS L.P. By: DEP Holdings, LLC, as General Partner |
||||
By: | /s/ Richard H. Bachmann | |||
Richard H. Bachmann | ||||
President and Chief Executive Officer |
Signature | Title (Position with DEP Holdings, LLC) | |
/s/ Dan L. Duncan
|
Director and Chairman | |
Director, President and Chief Executive Officer | ||
Director, Executive Vice President and Chief Financial Officer | ||
/s/ A.J. Teague
|
Director, Executive Vice President and Chief Commercial Officer | |
/s/ Michael A. Creel
|
Director | |
Director | ||
Director | ||
Larry J. Casey |
||
Director | ||
Joe D. Havens |
||
Director | ||
William A. Bruckmann, III |
Signature | Title (Position with DEP Holdings, LLC) | |
Director | ||
Richard S. Snell |
||
Senior Vice President, Controller and Principal Accounting Officer | ||
Exhibit | ||
Number | Description | |
*4.1 |
DEP Unit Purchase Plan. | |
*4.2 |
2010 Duncan Energy Partners L.P. Long-term Incentive Plan. | |
+4.3 |
Certificate of Limited Partnership of Duncan Energy Partners L.P. (incorporated | |
by reference to Exhibit 3.1 to Form S-1 Registration Statement (Reg. No. 333-138371) | ||
filed November 2, 2006). | ||
+4.4 |
Amended and Restated Agreement of Limited Partnership of Duncan Energy Partners | |
L.P., dated February 5, 2007 (incorporated by reference to Exhibit 3.1 to Form 8-K | ||
filed February 5, 2007). | ||
+4.5 |
First Amendment to Amended and Restated Partnership Agreement of Duncan Energy | |
Partners L.P. dated as of December 27, 2007 (incorporated by reference to Exhibit 3.1 | ||
to Form 8-K/A filed January 3, 2008). | ||
+4.6 |
Second Amendment to Amended and Restated Partnership Agreement of Duncan Energy | |
Partners L.P. dated as of November 6, 2008 (incorporated by reference to Exhibit 3.4 to | ||
Form 10-Q for the period ended September 30, 2008, filed on November 10, 2008). | ||
+4.7 |
Third Amendment to Amended and Restated Partnership Agreement of Duncan Energy | |
Partners L.P., dated December 8, 2008 (incorporated by reference to Exhibit 3.1 to Form | ||
8-K filed December 8, 2008). | ||
+4.8 |
Fourth Amendment to Amended and Restated Partnership Agreement of Duncan Energy | |
Partners L.P., dated as of June 15, 2009 (incorporated by reference to Exhibit 3.1 to | ||
Form 8-K filed June 15, 2009). | ||
+4.9 |
Second Amended and Restated Limited Liability Company Agreement of DEP | |
Holdings, LLC, dated May 3, 2007 (incorporated by reference to Exhibit 3.4 to Form 10-Q | ||
for the period ended March 31, 2007, filed on May 4, 2007). | ||
+4.10 |
First Amendment to the Second Amended and Restated Limited Liability Company | |
Agreement of DEP Holdings, LLC, dated November 6, 2008 (incorporated by reference to | ||
Exhibit 3.8 to Form 10-Q for the period ended September 30, 2008, filed on November 10, | ||
2008). | ||
*5.1 |
Opinion of Andrews Kurth LLP with respect to legality of the securities. | |
*23.1 |
Consent of Deloitte & Touche LLP. | |
*23.2 |
Consent of Andrews Kurth LLP (included as part of Exhibit 5.1). | |
*24.1 |
Power of Attorney (set forth on the signature page of this registration statement). |
+ | Incorporated by reference. | |
* | Filed herewith. |
This ‘S-8’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 2/11/10 | 4, 8-K | ||
2/9/10 | ||||
1/4/10 | 8-K | |||
12/8/09 | 8-K | |||
11/16/09 | 8-K | |||
11/9/09 | 10-Q | |||
9/30/09 | 10-Q, 8-K | |||
8/28/09 | 8-K | |||
8/10/09 | 10-Q, 4, 8-K | |||
6/30/09 | 10-Q, 8-K | |||
6/18/09 | 8-K | |||
6/15/09 | 4, 424B3, 8-K, FWP | |||
6/11/09 | 10-K/A, 10-Q/A | |||
5/11/09 | 10-Q, 4, 8-K | |||
3/31/09 | 10-Q, 10-Q/A, 8-K | |||
3/12/09 | 8-K | |||
3/2/09 | 10-K | |||
2/5/09 | 8-K | |||
12/31/08 | 10-K, 10-K/A, 8-K | |||
12/8/08 | 3, 4, 424B5, 8-K | |||
11/10/08 | 10-Q | |||
11/6/08 | ||||
9/30/08 | 10-Q, 8-K | |||
1/3/08 | 8-K/A | |||
12/27/07 | 8-K, 8-K/A | |||
5/4/07 | 10-Q | |||
5/3/07 | 4 | |||
3/31/07 | 10-Q, 8-K | |||
2/5/07 | 4, 8-K | |||
1/24/07 | 8-A12B | |||
11/2/06 | S-1 | |||
List all Filings |